Website Terms of Use

EFFECTIVE January 31, 2026

1. INTRODUCTION AND ACCEPTANCE

These “Terms” apply to the Website controlled by Omeda or its affiliated entities (sometimes referred to as, “Omeda.com”, “us”, “we”, or “our”) where these Terms are posted (“Website”), whether accessed via personal computers, mobile devices or otherwise (collectively, (“Access Device”)).

NOTICE REGARDING DISPUTE RESOLUTION: THESE TERMS AND CONDITIONS CONTAIN PROVISIONS THAT GOVERN HOW CLAIMS YOU MAY HAVE AGAINST OMEDA REGARDING THE USE OF THIS WEBSITE ARE RESOLVED (SEE PARAGRAPH 17 BELOW), INCLUDING AN AGREEMENT AND OBLIGATION TO ARBITRATE DISPUTES AND WAIVE YOUR RIGHT TO PURSUE YOUR CLAIMS AS PART OF A CLASS ACTION, WHICH WILL, SUBJECT TO LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT TO CLAIMS YOU HAVE AGAINST US TO BINDING ARBITRATION, UNLESS YOU OPT OUT IN ACCORDANCE WITH PARAGRAPH 17(i). UNLESS YOU OPT-OUT OF ARBITRATION: (A) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS PART OF ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (B) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF ON AN INDIVIDUAL BASIS NOT AS PART OF A CLASS ACTION OR OTHER REPRESENTATIVE ACTION.

These Terms are supported by good and valuable consideration that includes, without limitation, your use of the Website and the materials and information available there. In addition to these Terms, Omeda has established a Privacy Policy to explain how user information is collected and used by Omeda. Our Privacy Policy can be found at: https://www.omeda.com/privacy-policy/ . By accessing or using the Website, you are also signifying your acknowledgement and agreement to Omeda’s treatment of information subject to the Privacy Policy.

2. INTELLECTUAL PROPERTY

Trademarks. The trademarks, trade names, trade dress, logos, and service marks (collectively, the “Trademarks”) displayed on this Website are the registered and/or unregistered Trademarks of Omeda, or such other third party that may own the displayed Trademarks. Nothing contained on this Website or in the Terms serves to grant to you, by implication or otherwise, any license or right to use any Trademarks displayed on this Website without the written permission of Omeda or such other third party that may own the displayed Trademarks.

Site Contents and Copyright.

The text, Trademarks, logos, images, graphics, photos, video files, application functionality, or any other digital media, and their arrangement on this Website (“Content”) are all subject to patent, copyright, trademark and other intellectual property protection. Content may not be copied for commercial use or redistribution, nor may Content be modified, processed, or reposted to other websites. Access to and uses of this Website are solely for your purchase of Omeda products for personal use, information, education and communication with Omeda. You may download, copy or print the Content of this Website for your personal non-commercial use only. No right, title or interest in any of the Content of this Website is transferred to you as a result of any downloading, copying, printing or use of this Website. All rights not expressly granted to you by these Terms are reserved.

3. WEBSITE ACCESS, CONTENT AND PROHIBITED USES

Access to and uses of this Website are solely for your review of Omeda products for business-to-business commercial use, information, and communication with Omeda. You may not circumvent, disable or otherwise interfere with securityrelated features of the Website, including, without limitation, any features that prevent or restrict use or copying of any content or enforce limitations on the use of the Website or Website Content. You may not reproduce, distribute, publicly display, publicly perform, create derivative works, publish, transmit Content or any element of the Website, except as permitted by these Terms.

You may not rely on any information and opinions expressed on the Website for any other purpose than permitted by these Terms. In all instances, it is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of Website Content. Under no circumstances will we be liable for any loss or damage caused by your reliance on any Website Content.

You are prohibited from using the Website or its Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of this Website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of this Website, other websites, or the Internet. We reserve the right to terminate your account or otherwise deny you access to the Website in our sole discretion for any or no reason without notice and without liability.

4. CONDITIONS FOR THIRD-PARTY LINKING TO WEBSITE

In limited circumstances, we may permit third-party links to the Website home page from any website that is not commercially competitive with the Website and does not criticize or otherwise injure us, so long as the website where the link resides, and all other locations to which such website links, comply with all applicable laws. All of our rights and remedies are expressly reserved. Notwithstanding anything to the contrary contained in these Terms or applicable Additional Terms, we reserve the right to prohibit linking to the Website for any reason, in our sole and absolute discretion, even if the linking complies with the requirements described above.

Although third-party links may be posted on this Website, the posting of those links or associated content does not constitute Omeda’s endorsement of such material. Similarly, although third-party products and services may be sold or purchased via links on this Website, the sale and purchase of those products and services does not constitute Omeda’s endorsement of the same. Omeda is not responsible or liable for any claim, including, without limitation, loss or injury to real, tangible, or intellectual property, violations of personal privacy or privacy rights, actual, direct, indirect, incidental, consequential or punitive damages, personal injury, or wrongful death in connection with third-party websites, content, or products and services.

The websites associated with third-party links on this Website may be located in different countries, and those websites and the products or services offered on those websites are likely to be subject to the hosting country’s regulatory or product requirements. Please review carefully the third party’s terms and conditions, policies and practices, and make sure you understand them before you engage in any such third-party transaction. Complaints, claims, concerns, or questions regarding third-party products or services should be directed to the third party.

5. USER REGISTRATION

In order to access or use some (or potentially all) of the features of the Website, you may have to become and remain opted-in as a registered user. If you are under the age of eighteen (18), then you are not permitted to register as a user or otherwise submit personal information to Omeda.

Under these Terms, you agree to: (a) create only one account; (b) provide accurate, truthful, current and complete information when creating your account; (c) maintain and promptly update your account information; (d) maintain the security of your account by not sharing your username or password with others and restricting access to your account and your Access Device; (e) promptly notify us if you discover or otherwise suspect any security breaches relating to your account or the Website at: criticalsupport@omeda.com; (f) not sell, transfer or assign your username and password; and (g) accept sole responsibility for all activities that occur under your username and password, whether or not you have authorized the activity.

6. USER CONTENT AND PERSONAL INFORMATION

You grant to Omeda the right to verify correctness of registration and services eligibility requirements, print, publish, broadcast and use, worldwide, in any media now known or hereafter discovered and at any time, personal information such as your name, address, picture, voice, likeness and/or biographical information for compliance and promotional purposes without additional compensation and without additional consent.

The rights granted by you hereunder may not be terminated, revoked or rescinded and are not subject to reversion. The rights granted by us may be terminated, revoked or rescinded and are subject to reversion. If you become aware that User Content you have submitted includes any material for which you lack the unrestricted right to grant us the rights set forth above without obligations or liability to any party, you agree to promptly provide us with detailed written notice thereof to: Omeda, 750 Bunker Court, Suite 900.

7. MOBILE

The Website may include certain features and services that may be available via your mobile phone, including, without limitation: (a) the ability to receive and reply to messages and to send content and messages using text messaging (Mobile Texts), and (b) the ability to access the Website from your mobile phone (Mobile Web) (collectively, the “Mobile Services”). We do not charge for Mobile Services. Your carrier’s normal messaging, data and other rates and fees will still apply. Certain Mobile Services may be incompatible with your carrier or mobile device. By using the Mobile Services you agree that we may communicate with you regarding the Website and our partners by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services will be communicated to us.

You agree that in connection with the Mobile Services for which you are registered for, we may send communications to your mobile device regarding us or other parties. Further, we may collect information related to your use of the Mobile Services. If you have registered for Mobile Services, you agree to notify us of any changes to your mobile number and update your account(s) on the Website to reflect this change.

9. ARTIFICIAL INTELLIGENCE DISCLOSURE

THE SERVICES AVAILABLE ON THIS PLATFORM MAY RELY ON TECHNOLOGY SOLUTIONS THAT ENABLE COMPUTERS, COMPUTER SYSTEMS, AND DIGITAL DEVICES TO PROCESS, CREATE, AND ENHANCE ALGORITHMS THAT LEARN, READ, WRITE, CATEGORIZE, CLASSIFY, PREDICT, ENGAGE, INTERACT, GENERATE, PLAY, ANALYZE, MAKE RECOMMENDATIONS, AND IMITATE WITH APPARENT ACCURACY AND/OR SUGGESTIVE SUPERIORITY. THE OUTPUT REPRESENTING THESE ACTIVITIES ARE MADE TO APPEAR COMPARABLE TO HUMANS PERFORMING SIMILAR TASKS OR SERVICES BY ACCESSING AND PROCESSING AVAILABLE HISTORICAL AND CURRENT DATA AND REITERATIVE PROCESSING FOR PURPOSES OF PRODUCING AND IMPROVING SUCH ACTIVITIES, OUTPUTS, AND APPARENCIES (“AI”).

YOU ACKNOWLEDGE THAT INDUSTRY, REGULATORY, AND LEGAL STANDARDS THAT RELATE TO THE DEVELOPMENT AND USE OF AI ACROSS VARIOUS INDUSTRIES ARE IN VARIOUS STAGES OF DEVELOPMENT, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF AI-BASED PRODUCTS AND SERVICES COMPLY WITH YOUR ASSESSMENT OF YOUR BUSINESS RISKS, BUSINESS OBJECTIVES, INDUSTRY STANDARDS, COMPLIANCE REQUIREMENTS, AND OTHER OBLIGATIONS RELATED TO THE USE OF AI. YOU AGREE TO FULLY INDEMNIFY AND HOLD THE OMEDA PARTIES HARMLESS FROM AND AGAINST ANY AND ALL MATTERS RELATED TO YOUR NON-COMPLIANCE WITH SUCH INDUSTRY STANDARDS, COMPLIANCE REQUIREMENTS, OR OBLIGATIONS.

YOU ACKNOWLEDGE THAT OMEDA IS NOT RESPONSIBLE FOR YOUR RELIANCE ON AI-BASED PRODUCTS AND SERVICES, AND YOU WAIVE ALL CAUSES OF ACTION, CLAIMS, AND/OR POTENTIAL CLAIMS AGAINST THE OMEDA PARTIES THAT MAY ARISE FROM YOUR USE OF OR RELIANCE ON ANY OF OUR AI-BASED PRODUCTS OR SERVICES. YOU ACKNOWLEDGE AND AGREE THAT OMEDA MAY IMMEDIATELY AND WITHOUT PRIOR NOTICE CEASE PROVIDING AI-BASED PRODUCTS AND SERVICES WITHOUT PENALTY OR FURTHER OBLIGATION TO YOU IF OMEDA DETERMINES IN ITS SOLE DISCRETION THAT CONTINUED PROVISIONS OF SUCH AI-BASED PRODUCTS AND SERVICES MAY VIOLATE LAW OR POSE SIGNIFICANT LEGAL RISKS OR CONTRACTUAL LIABILITY TO THE OMEDA PARTIES.

THE OUTPUT GENERATED BY YOUR USE OF AND YOUR INTERACTION WITH AI MAY BE PRONE TO ERRORS OR UNINTENDED OR NON-RELEVANT RESPONSES AND ARE SUBJECT TO THE INTEGRITY OF THE UNDERLYING DATA AND INFORMATION ON WHICH OUR AI TECHNOLOGY IS BASED. AS SUCH, THE OMEDA PARTIES DO NOT REPRESENT OR WARRANT THAT THE OUTPUT WILL ADDRESS ALL OR ANY OF YOUR REQUIREMENTS OR EXPECTATIONS CONSIDERED IN YOUR DECISION TO ENGAGE WITH THE PLATFORM, AND THE OMEDA PARTIES DO NOT REPRESENT OR WARRANT THE CONTENT GENERATED IN CONNECTION WITH YOUR SPECIFIC ENGAGEMENT WITH THE PLATFORM.

NOTWITHSTANDING THE OWNERSHIP AND LICENSING RIGHTS SET FORTH IN SECTION 6 (“SUBMISSIONS”) ABOVE, OMEDA SHALL BE THE EXCLUSIVE OWNER OF ALL AI-PRODUCED DATA, INFORMATION, AND LEARNING BIPRODUCTS THAT ARE BASED ON YOUR SPECIFIC INFORMATION INPUT. FOR AVOIDANCE OF DOUBT, AI-PRODUCED DATA, INFORMATION, AND LEARNING BI-PRODUCTS INCLUDE, WITHOUT LIMITATION, NEW DATA SETS, DATA RELATIONSHIPS, PREDICTIVE FACTORS, GENERAL LEARNING, AND ALGORITHMS, AND ONLY THE DIRECT AND SPECIFIC RESPONSES AND/OR OUTPUT PRODUCED IN RESPONSE TO YOUR SPECIFIC REQUEST ARE EXCLUDED FROM AI-PRODUCED DATA, INFORMATION, AND LEARNING BIPRODUCTS.

8. INDEMNIFICATION

YOU AGREE TO INDEMNIFY AND HOLD OMEDA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, BUSINESS PARTNERS AND AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS AND EXPENSES, INCLUDING ATTORNEY FEES, ARISING FROM OR RELATED TO YOUR USE OF THIS WEBSITE OR BREACH OF THESE TERMS. YOU AGREE TO FULLY COOPERATE WITH US IN THE DEFENSE OF ANY CLAIM THAT IS THE SUBJECT OF YOUR OBLIGATIONS UNDER THESE TERMS.

10. COOKIE AND TRACKING TECHNOLOGY NOTICE AND DISCLAIMERS

THIS WEBSITE USES COOKIES AND MAY ALSO USE THE SERVICES OF THIRDPARTY PROVIDERS THAT DEPLOY COOKIES AND OTHER TRACKING TECHNOLOGIES IN CONNECTION WITH THEIR SERVICES. BY USING THE WEBSITE, YOU CONSENT TO THE PLACEMENT OF COOKIES ON ANY ACCESS DEVICE USED TO ACCESS OUR WEB SITE AND CONSENT TO THE USE OF TRACKING TECHNOLOGIES USED BY US OR OUR THIRD-PARTY SERVICE PROVIDERS.

By activating and engaging in any Digital Access, digital services available at our online or digital properties, clicking on the link to this Website, or being actively redirected to this Website or Services via any of our digital partners you acknowledge and expressly consent to our use and our digital partners’ use of standard internet data collection, processing and marketing practices that includes the use any number of tools, including, without limitation, analytic data collection technologies, chatbots, session replay technologies, identity graphing, web beacons, pixel-based technologies, and other similar technologies to collect information about your use of the Services. Your acceptance and consent to ours and our digital partners’ use of such technology includes yours and any of your agents’ ratification of the use of such technologies in the processes related to loading and executing code within your access device or web browser that is necessary to load and activate our digital content including the initial or first instance of our Website that is loaded via your website or mobile browsers. The information we collect related to these processes includes without limitation, device information including identifiers, access point information, website usage information, computer operating systems, IP addresses, the web browser that you use to connect to our Website and Service. With your consent and acknowledgment, you expressly agree to waive any and all claims against us or our digital partners under state eavesdropping, wiretapping, or pen register and/or trap and trace laws, or any similar laws related to pen register and/or trap and trace devices or processes to the extent such claims arise from our digital operations. Notwithstanding your ratification to the initial use of our data collection technologies, if you cannot accept these terms, or if you wish to withdraw your consent, you may not use our Website, Digital Access, or digital services at our Properties, and in either case your continued use of Services revives your consent.

We may ask you for certain information in order to provide you with services you request, such as reservations or Property information. By providing information on our Website, such as in conjunction with a request for services, you agree to provide accurate, current and complete information about yourself as prompted (such information being the “User Data”) and maintain and promptly update your User Data to keep it accurate, current and complete. If you provide any information that is inaccurate, not current or incomplete, or Omeda has reasonable grounds to suspect that such information is inaccurate, not current or incomplete, Omeda may deny you access to areas of the Website or Omeda services, at its sole discretion.

When you provide us with User Data, you may receive certain commercial communications from Omeda related to content found on the Website. You may opt out of receiving these communications at any time by sending an email: privacy@omeda.com.

Information that you provide to us or that we collect about you and your Company through your access to and use of the Website is subject to our Privacy Policy, the terms of which are hereby incorporated by reference into these Terms. We encourage you to read and become familiar with our Privacy Policy.

11. WARRANTY DISCLAIMER THE WEB SITE AND CONTENT PROVIDED ON THIS WEB SITE ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” OMEDA MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO ITS USE, CONTENT ACCURACY, APPROPRIATENESS, AVAILABILITY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE WEB SITE OR CONTENT, OR PERFORMANCE OF THIS WEB SITE, THAT THE WEB SITE WILL MEET YOUR REQUIREMENTS, TITLE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, CUSTOM, TRADE, QUIET ENJOYMENT, OR FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON OUR WEB SITE OR ACCESSED THROUGH THE WEB SITE OR OUR MOBILE DEVICE APPLICATION. AS A USER, YOU ASSUME ALL RISKS AND RESPONSIBILITIES FOR YOUR USE OR NON-USE OF THE WEB SITE, AND Omeda MAKES NO REPRESENTATION THAT THE CONTENT APPEARING ON OR DOWNLOADED FROM THIS WEB SITE IS COMPATIBLE WITH YOUR ACCESS DEVICE OR FREE FROM ERROR OR VIRUSES. NO OMEDA EMPLOYEE, AGENT OR REPRESENTATIVE IS AUTHORIZED TO MODIFY OR AMEND THIS WARRANTY. TO THE EXTENT ALLOWABLE BY EXISTING LAW; OMEDA DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THIS WEBSITE AND ITS CONTENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR LIMITATION ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

12. LIMITATION ON LIABILITY YOU ACKNOWLEDGE, BY YOUR USE OF THIS WEBSITE: (1) THAT YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK; (2) THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT THAT YOU USE IN CONNECTION WITH YOUR USE OF THIS WEB SITE; AND (3) THAT OMEDA WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND RELATED TO YOUR USE OF OR INABILITY TO USE OUR WEBSITE, INCLUDING, WITHOUT LIMITATION, FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, COMPUTER VIRUS, OR NETWORK OR INTERNET FAILURE, OR INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOST PROFITS AND/OR LOSS OF OR DAMAGE TO PROPERTY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF OMEDA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OMEDA’S, ITS AFFILIATES’, AGENTS’, LICENSORS’ OR SUPPLIERS’ TOTAL LIABILITY FOR ANY CLAIMS RELATED TO THIS WEBSITE EXCEED TEN ($10) DOLLARS.

FURTHERMORE, YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE WEBSITE, THESE TERMS OR APPLICABLE ADDITIONAL TERMS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. FAILURE TO BRING THE CLAIM OR CAUSE OF ACTION WITHIN THE ONE (1) YEAR PERIOD SHALL RESULT IN THE CLAIM OR CAUSE OF ACTION BEING PERMANENTLY BARRED.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OMEDA, ITS PARENT’S, SUBSIDIARIES’, AFFILIATES’, AGENTS’, BUSINESS PARTNERS’ LICENSORS’ AND SUPPLIERS’ DAMAGES IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

13. TERMINATION

We reserve the right in our sole discretion and at any time to terminate or suspend your registration or block your access to the Website for any reason, including, without limitation, if you have failed to comply with the letter and spirit of these Terms or applicable Additional Terms. You agree that Omeda shall not be liable to you or any third party for any termination or suspension of your registration or for blocking your access to the Website.

If you become a registered user, you may terminate your registration at any time by sending an e-mail to privacy@omeda.com.

Any suspension or termination shall not affect your obligations under these Terms. The provisions of these Terms which by their nature should survive the suspension or termination of your account or these Terms shall survive, including, without limitation, the rights and licenses that you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, dispute resolution, and all of the miscellaneous provisions. Upon suspension or termination of your Account, you will immediately discontinue use of the Website Content and destroy any copies of Website Content in your possession, including deleting any downloaded Website Content from your Access Device.

14. COPYRIGHT DISPUTE POLICY

Pursuant to our rights under the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512, we have designated a copyright agent to receive copyright infringement notices for claims of infringement related to materials found on this Site. Our copyright agent is Neal, Gerber & Eisenberg LLP. The agent can be reached at (312) 269-8000, copyright@Omeda.com, or via U.S. Mail at 225 W. Randolph St., Suite 2800 Chicago, IL 60606-1976.

To be effective, your infringement notification must include the following:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

3. Identification of the material or content that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or have access disabled, and information reasonably sufficient to permit us to locate the material;

4. Information reasonably sufficient to permit us to contact the complaining party, including address, telephone number and email address where the complaining party may be contacted;

5. The following statement: “I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law”; and

6. The following statement: “The information in this notification is accurate, and under penalty of perjury, I swear that I am the copyright owner or that I am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”

Upon receipt of the written notification containing the information as outlined in 1 through 6 above:

1. Omeda will remove or disable access to the content that is alleged to be infringing;

2. Omeda will forward the written notification to the alleged infringer; and

3. Omeda will take reasonable steps to promptly notify the alleged infringer that we have removed or disabled access to the content.

DMCA Infringement Counter Notification.

Pursuant to the DMCA, after the alleged infringer receives a notice of infringement from Omeda, the alleged infringer will have the opportunity to respond to Omeda with a counter notification (“Counter Notification”). To be effective, a Counter Notification must be a written communication provided to Omeda’s designated copyright agent, and must include the following:

1. A physical or electronic signature of the subscriber;

2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled;

3. The following statement: “I swear under penalty of perjury that it is my good faith belief that the material identified above was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled”; and

4. The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of the federal district court for the judicial district in which the subscriber address is located, or if the subscriber’s address is outside of the United States, or any judicial district in which Omeda may be found, and that the subscriber will accept service of process from the person who provided notification or an agent of such person.

Upon the copyright agent’s receipt of a Counter Notification containing the information as outlined in 1 through 4 above, the DMCA provides that the removed material will be restored or access re-enabled and we will comply with this requirement as required by law, provided that the designated agent has not received notice from the original complaining party that an action has been filed seeking a court order to restrain the subscriber from engaging in infringing activity relating to the material on our network.

15. CHOICE OF LAW; JURISDICTION AND VENUE

These Terms shall be construed in accordance with the laws of the State of Illinois without regard to its conflict of laws rules. Subject to the Arbitration Dispute Resolution obligations set forth in Section 17 below, any other legal proceedings against Omeda that may arise out of, relate to, or be in any way connected with our Website, these Terms or applicable Additional Terms, shall be brought exclusively in the state and federal courts located in Cook County Illinois and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.

16. MISCELLANEOUS

Events Beyond Our Control. You expressly release Omeda from any claim of harm resulting from a cause beyond our control, including, without limitation, failure of electronic or mechanical equipment or communication lines, Access Devices, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars or governmental restrictions.

Consent to Electronic Communications.

By registering via this Website or by sending e-mails or text messages to us, you are communicating with us electronically. And in doing so, you consent to receive communications from us electronically. We will communicate with you by e-mail, text message, or by posting notices on this Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Severability.

If any one or more of the provisions contained in this Agreement, Privacy Policy, Mobile Text Disclosure, Additional Terms, or the Official Rules shall for any reason be found to be invalid, illegal or unenforceable in any respect, said finding shall not affect the remaining provisions, which shall be enforceable to the fullest extent permitted by law, provided that such severance does not alter the fundamental benefit of the bargain to either party.

Entire Agreement and Conflicting Terms.

This Agreement, Privacy Policy, and any applicable additional terms as referenced in these Terms, constitute the complete and exclusive agreement between you and Omeda with respect to use of this Website and supersedes any and all prior or contemporaneous communications, representations, statements, agreements and understandings, whether in oral, written or electronic form, between you and Omeda concerning the use of this Website, Mobile Applications, and the Services. This Agreement, Privacy Policy, and any applicable additional terms shall be construed as consistent with each other whenever possible, but if such construction is unreasonable due to conflicting terms, the terms of the Official Rules shall control over all others.

No Assignment or Third-Party Beneficiaries.

These Terms may not be assigned by you to anyone. No provision of this Agreement is intended to create, or creates any rights in or benefits to any third party.

17. DISPUTE RESOLUTION

Consent to Mandatory Arbitration, Class Action Waiver, and Dispute Resolution Agreement.

PLEASE READ THE FOLLOWING CLAUSE CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

(a) Mandatory Informal Dispute Resolution. We are available by email at disputeresolution@omeda.com to address any concerns you may have regarding your use of the Website, App and/or Services. Most concerns may be quickly resolved in this manner. We and you (each a “party” and together, the “parties”) shall use best efforts to settle any dispute, claim, question or disagreement directly through consultation and good faith negotiations as follows, which shall be a precondition to either party initiating a lawsuit or arbitration. To start the Informal Dispute Resolution process, you must send an individualized Notice of Dispute to us at disputeresolution@omeda.com that includes (1) your name, phone number, email address for and (2) a description of the dispute or disagreement and how you’d like it resolved. If Omeda has a dispute or disagreement with you, we will send a Notice of Dispute with the same information to the email address we have on file for you. Once a complete Notice of Dispute has been received, the recipient has 60 days to investigate the claims. If either side requests a settlement conference during this period, then you and Omeda must cooperate to schedule that meeting by phone or videoconference. You and Omeda each will personally participate and can each bring counsel, but the conference must be individualized, even if the same attorney(s) or law firm(s) represent multiple parties. For the claims in the Notice of Dispute, any statute of limitations will be tolled from the date the notice is received until the later of (i) 60 days, or (ii) after a timely requested settlement conference is completed (“Informal Resolution Period”). An arbitration cannot be filed until the Informal Resolution Period has ended, and a court can enjoin the filing or prosecution of an arbitration in breach of this Section. This provision will continue to apply even after a valid opt out of the mandatory arbitration agreement.

(b) Agreement to Binding Arbitration. If the parties do not reach an agreed upon solution within the Informal Resolution Period pursuant to Paragraph 17(a) above, then either party may initiate binding, individual arbitration. All claims arising out of or relating to this agreement (including its formation, performance and breach), the parties’ relationship with each other, and/or the Website, App or Services, including any products, data, services, content, or statements accessed, transmitted, listed, bought, sold, or offered through the Website, App, or Services (“Dispute”) shall be finally settled by binding arbitration administered by the American Arbitration Association on a confidential basis in accordance with the provisions of its Commercial Arbitration Rules and the supplementary procedures for consumer related disputes of the American Arbitration Association (the “AAA”), excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this agreement, including but not limited to any claim that all or any part of this agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party or if required by applicable law. The arbitrator will not be bound by decisions in other arbitrations. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction, except for any right of appeal as provided by the Federal Arbitration Act or applicable law. The interpretation and enforcement of this agreement shall be governed by the Federal Arbitration Act.

(c) THE AAA’S RULES GOVERNING THE ARBITRATION MAY BE ACCESSED AT WWW.ADR.ORG OR BY CALLING THE AAA AT 1.800.778.7879. IF THE ARBITRATOR FINDS THE ARBITRATION TO BE NON-FRIVOLOUS, AND YOU TIMELY PROVIDED TPS WITH A NOTICE OF DISPUTE, WE WILL PAY ALL OF THE ACTUAL FILING AND ARBITRATOR FEES FOR THE ARBITRATION, PROVIDED YOUR CLAIM DOES NOT EXCEED $75,000. A REQUEST FOR PAYMENT OF FEES SHOULD BE SUBMITTED TO AAA ALONG WITH YOUR FORM FOR INITIATING THE ARBITRATION, AND WE WILL MAKE ARRANGEMENTS TO PAY ALL NECESSARY FEES DIRECTLY TO THE AAA. THE ARBITRATION RULES ALSO PERMIT YOU TO RECOVER ATTORNEYS’ FEES IN CERTAIN CIRCUMSTANCES. FOR ALL OTHER CLAIMS, THE COSTS AND FEES OF ARBITRATIONS SHALL BE ALLOCATED IN ACCORDANCE WITH THE ARBITRATION PROVIDER’S RULES, INCLUDING RULES REGARDING FRIVOLOUS OR IMPROPER CLAIMS. IF, AT ANY TIME, THE ARBITRATOR FINDS THAT EITHER THE SUBSTANCE OF YOUR CLAIM OR THE RELIEF SOUGHT IS FRIVOLOUS OR BROUGHT FOR AN IMPROPER PURPOSE (ACCORDING TO THE STANDARDS OF FEDERAL RULE OF CIVIL PROCEDURE 11(B)), THEN PAYMENT OF ALL SUCH FEES SHALL BE GOVERNED BY THE AAA RULES AND YOU AGREE TO REIMBURSE TPS FOR ALL FUNDS PREVIOUSLY PAID BY IT THAT ARE OTHERWISE YOUR OBLIGATION TO PAY UNDER THE AAA RULES.

(d) THE PARTIES UNDERSTAND THAT, ABSENT THIS MANDATORY PROVISION, THEY WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. THEY FURTHER UNDERSTAND THAT, IN SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE COSTS OF LITIGATION AND THE RIGHT TO DISCOVERY MAY BE MORE LIMITED IN ARBITRATION THAN IN COURT.

(e) Class Action and Class Arbitration Waiver. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. Except in a Batch Arbitration, described below, the arbitrator can award damages and other relief only in favor of the individual claimant, only to the extent necessary to provide relief warranted by the claimant’s individual claims, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above in Paragraph 17(b) shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

(f) Mass Arbitrations. Mass arbitrations, as defined by the AAA, shall be governed by the AAA Mass Arbitration Supplementary Rules. The parties agree that the global mediation required by these rules shall occur during the initiation phase of the mass arbitration (prior to the appointment of merits arbitrators), and the global mediation shall act as a stay of the mass arbitration until the mediation is concluded.

(g) Batch arbitration. If twenty-five (25) or more claimants submit a Notice of Dispute or file arbitrations raising similar claims within a 120 day period (i.e., with the same or similar facts or events and legal issues) and are represented by the same or coordinated counsel, the disputes must be arbitrated in batches of up to one hundred (100) claimants each (“Batch”). Upon notice from either side, the AAA shall group the claimants into: (1) a single Batch (if there are 25- 100 claimants), or (2) Batches of one hundred (100) claimants each, with a smaller, final Batch consisting of any remaining claimants (if there are more than hundred (100) claimants). The AAA shall thereafter provide for the resolution of each Batch as a single consolidated arbitration with a single arbitrator appointed by the AAA, one set of Arbitration Fees, and (if the arbitration is not documents-only) one hearing per Batch to be held by videoconference (or in a place decided by the arbitrator). The parties will cooperate in good faith to implement this process and minimize the time and costs of arbitration and agree that the AAA Mass Arbitration Supplementary Rules shall apply, except as provided in this Section. Any challenges to administrative determinations by AAA shall be heard by a single process arbitrator. If this “Batch Arbitration” section is deemed unenforceable as to a particular claimant or Batch, then it shall be severed as to that claimant or Batch, and those parties shall arbitrate in individual proceedings.

(h) Exceptions – Intellectual Property Claims. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief under law or in equity (including without limitation preliminary or other injunctive relief) in any court of competent jurisdiction for disputes or claims arising out of the alleged infringement of either party’s intellectual property rights.

(i) Exceptions – Small Claims Court Claims. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in small claims court for disputes or claims within the scope of that court’s jurisdiction.

(j) 30-Day Opt Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in Paragraphs 17(b), 17(c), 17(d) and 17(e) by sending written notice of your decision to opt-out to the following address: Omeda 750 Bunker Court, Suite 900 Vernon Hills, IL 60061, Attention: Legal Department. The notice must be sent within thirty (30) days after the first use of any our Services, including, without limitation, account registration or activation, or Agreement to Additional Terms. If you opt-out of these arbitration provisions, we also will not be bound by them. Any opt out request received after the deadline will not be valid and you must pursue your dispute in arbitration or small claims court.

(k) The parties also expressly agree that, to the extent that the arbitration provisions set forth in Paragraph 17(b) do not apply, these Terms shall be construed in accordance with the laws of the State of Illinois without regard to its conflict of laws rules that would result in the application of the laws of a jurisdiction other than the State of Illinois. You further agree to accept service of process by mail and hereby waive any and all jurisdictional and venue defenses otherwise available. This provision will continue to apply even after a valid opt out of the mandatory arbitration agreement. THE PARTIES ALSO EXPRESSLY AGREE THAT, TO THE EXTENT THAT THE ARBITRATION PROVISIONS SET FORTH IN PARAGRAPH 17(b) ABOVE DO NOT APPLY, THE PARTIES EXPRESSLY WAIVE THE RIGHT TO TRIAL BY JURY.

(l) Modifications. Any modification to Paragraph 17 shall not apply to any disputes of which we are aware or reasonably should be aware at the time of such modification and will only apply to all disputes arising after such modification, regardless of whether such disputes arise from events or omissions that occurred before such modification.

(m) Continuation. This provision shall survive the termination of your service with Omeda, our parents, subsidiaries, and affiliates.